| Entry into a Material Definitive Agreement. |
On March 24, 2021 MPT Operating Partnership, L.P. (the “Operating Partnership”), a Delaware limited partnership and the operating partnership of Medical Properties Trust, Inc., a Maryland corporation (the “Company”), and MPT Finance Corporation, a Delaware corporation and wholly owned subsidiary of the Operating Partnership (together with the Operating Partnership, the “Issuers”), completed a public offering £500,000,000 aggregate principal amount of 2.500% senior notes due 2026 (the “2026 Notes”) and £350,000,000 aggregate principal amount of 3.375% senior notes due 2030 (the “2030 Notes” and, together with the 2026 Notes, the “Notes”). The 2026 Notes are governed by the terms of an Indenture, dated as of October 10, 2013 (the “Base Indenture”), among the Company, the Issuers, certain subsidiaries of the Operating Partnership and Wilmington Trust, National Association, as trustee (the “Trustee”), as supplemented by the Seventeenth Supplemental Indenture, dated as of March 24, 2021 (the “Seventeenth Supplemental Indenture” and, together with the Base Indenture, the “2026 Notes Indenture”) among the Issuers, the Company, the Trustee, and Elavon Financial Services DAC, as initial paying agent, registrar and transfer agent (the “Paying Agent, Registrar and Transfer Agent”). The 2030 Notes are governed by the terms of the Base Indenture, as supplemented by the Eighteenth Supplemental Indenture, dated as of March 24, 2021 (the “Eighteenth Supplemental Indenture” and, together with the Base Indenture, the “2030 Notes Indenture”) among the Issuers, the Company, the Trustee, and the Paying Agent, Registrar and Transfer Agent.
Interest on the 2026 Notes will be payable annually on March 24 of each year, commencing on March 24, 2022. The 2026 Notes will pay interest in cash at a rate of 2.500% per year and will mature on March 24, 2026. The 2026 Notes are redeemable in whole at any time or in part from time to time, at the Issuers’ option. If the 2026 Notes are redeemed prior to 30 days before maturity, the redemption price will be equal to 100% of their principal amount, plus a make-whole premium, plus accrued and unpaid interest up to, but excluding, the applicable redemption date. Within the period beginning on or after 30 days before maturity, the 2026 Notes may be redeemed, in whole or in part, at a redemption price equal to 100% of their principal amount, plus accrued and unpaid interest up to, but excluding, the applicable redemption date.
Interest on the 2030 Notes will be payable annually on April 24 of each year, commencing on April 24, 2022. The 2030 Notes will pay interest in cash at a rate of 3.375% per year and will mature on April 24, 2030. The 2030 Notes are redeemable in whole at any time or in part from time to time, at the Issuers’ option. If the 2030 Notes are redeemed prior to 90 days before maturity, the redemption price will be equal to 100% of their principal amount, plus a make-whole premium, plus accrued and unpaid interest up to, but excluding, the applicable redemption date. Within the period beginning on or after 90 days before maturity, the 2030 Notes may be redeemed, in whole or in part, at a redemption price equal to 100% of their principal amount, plus accrued and unpaid interest up to, but excluding, the applicable redemption date.
The Notes are fully and unconditionally guaranteed on a senior unsecured basis by the Company.
In the event of a Change of Control Triggering Event (as defined in the 2026 Notes Indenture and 2030 Notes Indenture), each holder of the Notes may require the Issuers to repurchase some or all of its Notes at a repurchase price equal to 101% of the aggregate principal amount of such Notes, plus accrued and unpaid interest, if any, up to, but excluding, the date of purchase.
The 2026 Notes Indenture and the 2030 Notes Indenture restrict the Issuers’ ability and the ability of their restricted subsidiaries to, among other things: (i) incur debt; (ii) pay dividends and make distributions; (iii) create liens; (iv) enter into transactions with affiliates; and (v) merge, consolidate or transfer all or substantially all of their assets. The 2026 Notes Indenture and the 2030 Notes Indenture also require the Issuers and their restricted subsidiaries to maintain total unencumbered assets of at least 150% of their collective unsecured debt. All of these covenants are subject to a number of important limitations and exceptions under the 2026 Notes Indenture and the 2030 Notes Indenture.
The 2026 Notes Indenture and the 2030 Notes Indenture also provide for customary events of default, including, but not limited to, the failure to make payments of interest or premium, if any, on, or principal of, the 2026 Notes and the 2030 Notes, as applicable, the failure to comply with certain covenants and agreements specified in the 2026 Notes Indenture and the 2030 Notes Indenture for a period of time after notice has been provided, the acceleration of other material indebtedness resulting from the failure to pay principal on such other indebtedness prior to its maturity, and certain events of insolvency. If an Event of Default under the 2026 Notes Indenture or the 2030 Notes Indenture occurs and is continuing, the Trustee or the holders of at least 25% in aggregate principal amount of the outstanding 2026 Notes or 2030 Notes, as the case may be, may declare such Notes immediately due and payable, except that an Event of Default resulting from certain events of insolvency with respect to an Issuer will automatically cause the Notes to become immediately due and payable without any declaration or other act on the part of the Trustee or any holders of Notes.
The offering and sale of the Notes was made pursuant to a free writing prospectus, preliminary prospectus supplement and final prospectus supplement pursuant to the Issuers’ and the Company’s effective registration statement on Form S-3 (Registration Nos. 333-229103, 333-229103-01 and 333-229103-02), which has been filed with the Securities and Exchange Commission.
